Merger & Acquisition Activity in 2012 Expected to Continue ...

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InBrief JUNE 2012 Merger & Acquisition Activity in 2012 Expected to Continue Upward Trend Merger and acquisition activity has seen an increase during the first six months of 2012 — which aligns with the ongoing upward trend in M&A since 2008. Following the economic crisis of 2008, M&A transactions have begun to slowly rebound, with the total value of M&A deals increasing each year from 2009 to 2011 and with total M&A transaction value in 2011 more than 18 percent higher than 2009. The changing regulatory environment is also creating M&A opportunities for some industries, especially energy and technology. So far in 2012, those two industries alone account for 37 percent of all M&A deals and 44 percent of all M&A transaction value. While consolidation has always been a major reason for M&A, we are also seeing cash reserves on corporate balance sheets as one of the main reasons for expansion. According to several publications, major corporations have more than $2 trillion in cash entering this year. While CEOs and CFOs decide which targets they should focus on, institutional investors are also encouraging the use of cash toward either M&A or reinvestment to shareholders. The remainder of the year should see a continued increase in M&A deals within a wide range of transaction types and deal structures; however, the challenges affecting those deals are ever more pressing and diverse, for example, the unknown impact of the political environment, including major elections in the US and abroad. Also, shareholder activism is becoming an ever more pressing issue — whether it be executive pay, board elections or other corporate decisions — that could ultimately affect M&A activity. With the shifting regulatory landscape and economic recovery, the second half of the year promises to be an interesting time for M&A. We will continue to provide you with relevant information on M&A trends as 2012 advances. Industry Updates

Transcript of Merger & Acquisition Activity in 2012 Expected to Continue ...

Page 1: Merger & Acquisition Activity in 2012 Expected to Continue ...

InBriefJUNE 2012

Merger & Acquisition Activity in 2012 Expected to Continue Upward Trend

Merger and acquisition activity has seen an

increase during the first six months of 2012 —

which aligns with the ongoing upward trend

in M&A since 2008. Following the economic

crisis of 2008, M&A transactions have begun

to slowly rebound, with the total value of M&A

deals increasing each year from 2009 to 2011

and with total M&A transaction value in 2011

more than 18 percent higher than 2009.

The changing regulatory environment is

also creating M&A opportunities for some

industries, especially energy and technology.

So far in 2012, those two industries alone

account for 37 percent of all M&A deals and

44 percent of all M&A transaction value.

While consolidation has always been a major

reason for M&A, we are also seeing cash

reserves on corporate balance sheets as one

of the main reasons for expansion. According

to several publications, major corporations

have more than $2 trillion in cash entering

this year. While CEOs and CFOs decide which

targets they should focus on, institutional

investors are also encouraging the use of

cash toward either M&A or reinvestment to

shareholders.

The remainder of the year should see a

continued increase in M&A deals within a wide

range of transaction types and deal structures;

however, the challenges affecting those

deals are ever more pressing and diverse, for

example, the unknown impact of the political

environment, including major elections in the

US and abroad. Also, shareholder activism

is becoming an ever more pressing issue —

whether it be executive pay, board elections

or other corporate decisions — that could

ultimately affect M&A activity.

With the shifting regulatory landscape and

economic recovery, the second half of the

year promises to be an interesting time for

M&A. We will continue to provide you with

relevant information on M&A trends as 2012

advances.

Industry Updates

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InBriefJUNE 2012

Computershare Takes the Lead in the Industry on Escheatment and Unclaimed Property

Computershare takes an active role in

discussions with securities industry regulatory

bodies, individual states and industry

associations in order to help foster a friendlier

regulatory environment for our clients.

Last month we notified you of the State of

Delaware’s clarification of its escheatment

laws that would have had a negative impact

on dividend reinvestment plan (DRP) holders

and for holders who have their dividends

directly deposited to their bank accounts

via ACH. The State of Delaware revised its

interpretation of the law in response to

concerns raised by the Securities Transfer

Association (STA) through STA President and

Executive Vice President at Computershare

Charlie Rossi. Read The State of Delaware’s

Response to the STA, which includes specific

examples as to what is considered “contact.”

Charlie – along with Paul Griffith, Senior

Operations Manager at Computershare

and head of the STA’s Unclaimed Property

Committee – took the lead in the STA’s

efforts to have the law revisited. As a result

of these and other related efforts, we believe

the majority of shareholders in dividend

reinvestment plans and shareholders who

receive direct deposit of their dividends and

whose accounts may have been previously

considered dormant will not be considered

dormant based on the expanded list of

“contacts” for such accounts provided by The

State of Delaware.

As you may be aware, aside from corporate

action events, Computershare now handles

all escheatment processing internally using

its proprietary recordkeeping system. As

states continue to speed up the escheatment

process (there is now a three-year dormancy

period for securities property in most states),

we are committed to making sure that our

internal processes are robust enough to locate

as many “lost” or “dormant” account owners

as possible. For example, while the US Postal

Service requires that we perform a National

Change of Address (NCOA) database search

four times each year, we perform six searches

on our clients’ behalf with no additional cost

for the two extra searches. Additionally, rather

than performing these searches every two

months throughout the year, we strategically

position the searches to coincide with large

client mailing events, reducing the number of

undeliverable mail items and the resulting out-

of-pocket costs for our clients.

As our expertise in this area grows, we are

sharing our knowledge with other transfer

agents, industry groups and state regulatory

bodies to help shape the regulatory landscape.

Paul Griffith will be speaking on escheatment

topics throughout the year at events for

various industry groups, including the

Securities Industry and Financial Markets

Association (SIFMA), the Shareholder Services

Association (SSA), and the STA.

Our efforts to protect your shareholders and

improve the unclaimed property process

is another example of our commitment to

leading the industry and “raising the bar” on

shareholder service.

Regulatory Updates

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InBriefJUNE 2012

A Summary of the JOBS Act

As you may have seen in recent news reports,

the Jumpstart Our Business Startups Act

(“the JOBS Act”) was signed into law by

President Barack Obama in April 2012. This

new law, which passed the House and Senate

with bipartisan support, is actually one bill

comprising several smaller bills that will likely

affect small businesses, broker-dealers, private

investment funds, banks and bank holding

companies, and existing public companies. As

the SEC begins writing the specific rules to

support the legislation, Computershare will

continue to monitor its progress and report

on any developments that might impact our

clients.

Crowdfunding

Perhaps the most notable aspect of the JOBS

Act is that it allows businesses to tap into

“crowdfunding” – raising money from a large

pool of small investors through an online

portal. This will allow small- and medium-sized

companies to raise up to $1 million over a

12-month period from both accredited and

unaccredited investors. The crowdfunding

mechanism creates a new exemption from the

Securities Act of 1933, as amended, and also

pre-empts state registration laws, removing

the registration burden for companies raising

funds through this new source.

Investors that want to participate in

crowdfunding will only be able to do so

through Web portals that are members of a

national securities association such as FINRA

or SIPC. The SEC will have nine months to

establish the rules and parameters within

which a crowdfunding site can operate.

Increased Threshold for Public Reporting Company Filings

The JOBS Act also increases the number of

shareholders a company is allowed to have

before being required to meet the SEC’s

ongoing reporting requirements. Under

previous laws, an issuer was required to

become a “public reporting company” if it

had at least 500 shareholders of record and

assets of more than $10 million. The JOBS

Act increases the threshold by raising the

shareholder limit to 2,000 shareholders

(accredited and unaccredited) or 500

unaccredited shareholders. This part of

the JOBS Act exempts stock issued under

an employee compensation plan from this

calculation, making it easier for companies

to compensate employees with stock before

taking on the cost and effort of going public.

Emerging Growth Companies

The JOBS Act also creates a new category

of issuers called “emerging growth

companies” (EGCs) that are exempt from

certain regulatory requirements – such as

“say-on-pay” votes and the requirement to

hire an independent auditor to attest to the

company’s internal financial controls – until

they meet one of the following three criteria:

1. Five years have passed since the date of

IPO

2. The company has $1 billion in annual gross

revenue

3. The company has a public float of $700

million or more

Regulatory Updates

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InBriefJUNE 2012

The creation of the EGC category of issuers

is intended to encourage more small firms to

go public by delaying the requirements for

certain regulatory compliance.

Small Company Advertising to Solicit Capital

In addition to the provisions already

mentioned, the JOBS Act would add another

exemption to Rule 506 of Regulation D that

allows companies to raise capital without

registering with the SEC as long as they do

not actively market securities through general

solicitations or advertising. The new law

allows small companies offering securities

under Regulation D to use advertisements

and/or solicitation to reach investors, as long

as all buyers of the security are accredited

investors. The purpose of this section of the

law is to give small companies expanded

access to accredited investors and capital

without exposing less savvy investors to what

might be more risky securities.

A great deal of SEC rule-making is required

to fully implement the JOBS Act. The SEC’s

approach and details of the rule-making, as

well as public and professional commentary

and inquiries (much of which has already

begun) will influence the final form and impact

of certain JOBS Act provisions. While the law

has defined the scope of the rule-making, we

will continue to monitor the SEC’s progress

and notify you of any potential unintended

consequences of the Commission’s rule-

making.

Computershare will continue to monitor this

law and the SEC’s rule-making in the coming

months, and we will keep you informed of any

potential impact the JOBS Act might have on

our issuer clients.

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InBriefJUNE 2012

Early Mobile Proxy Voting Results

Computershare strives to provide our clients

and their shareholders the best possible

tools utilizing the latest technology. Earlier

this year, we launched a mobile-optimized

version of our InvestorVote™ website that

allows shareholders to conveniently vote their

proxy via smartphone — with the same level of

security as the desktop version.

Since the beginning of 2012 many registered

shareholders have been given the opportunity

to view and vote their proxy material using

a smartphone over browser detection

technology we have internally developed.

As the use of mobile technology becomes

more pervasive in the financial service arena,

Computershare will be well-positioned to

support the needs of our clients and their

shareholders.

In just a few months since making this mobile

voting tool available, thousands of investors

cast their proxy vote through a smartphone —

and we expect that number to increase as

more people adapt to mobile technology.

Eighty-six percent of people who visited the

mobile voting site using a mobile device have

proceeded to cast their vote.

Computershare also became the first in the

industry to include a QR (quick response) code

on proxy instructions — allowing shareholders

to access the voting site with one simple click

of their smartphone.

We anticipate the number of shareholders

using the QR code to access the mobile voting

site will continue to increase. As more and

more people vote with mobile devices, we

will share the usage numbers with you and

help you develop programs to encourage

shareholders to cast their proxy votes

electronically — reducing costs and decreasing

environmental impact.

Computershare Service

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InBriefJUNE 2012

Georgeson’s Asset Reunification Solution

As a new installment to InBrief, each issue

will include a spotlight on a Computershare

service that you may not have been aware

we provide. Our first spotlight is on the Asset

Reunification solution, a product available

through our subsidiary Georgeson Securities

Corporation.

Shareholders and other asset owners are

increasingly at risk of losing their property

to the states through escheatment. A recent

trend in state escheatment laws has resulted

in asset owners – including many who are not

considered “lost” according to SEC Rule 17Ad-

17 – having their property escheated to a state.

Georgeson’s Asset Reunification solution helps

reunite owners with their property before

it is escheated to the states. Our solution

can be used to help reunite owners with

dormant accounts and securities, uncashed

dividend checks, corporate actions checks,

sales checks, vendor checks, payroll checks,

unclaimed insurance payments, refunds, and

more. Services include:

> PostMerger CleanUpTM program — We reach

out to unexchanged holders following a

merger, acquisition or reverse stock split —

before those holders’ assets are escheated

to the states as abandoned property.

> Shareholder CleanUp (SC) — These

programs are designed to locate lost or

unresponsive shareholders. We offer

holders the guidance and assistance they

need to avoid transfer of their assets to the

custody of the state treasuries.

> Mutual Fund Shareholder CleanUp —

Our program will help fund shareholders

maintain control of their assets to prevent

the assets from being escheated.

> The Unclaimed Asset Program (UAP) —

We assist in reuniting payees, customers,

beneficiaries and other parties with

abandoned property that otherwise may

be escheated to the states. It is designed

to clean up uncashed checks and dormant

accounts (dividends, sale proceeds, payroll

checks, vendor checks, dormant account

balances).

In all cases, Georgeson will act as an advocate

for your shareholders or other asset owners,

providing them with a transparent service

to help reconnect them with their property.

Our dedicated research capabilities and our

secure, scalable infrastructure allow us to

garner high results for US and foreign owners

and offer a customized program for your

company.

Please contact your relationship manager or

account team for more information on these

solutions.

Computershare Service

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InBriefJUNE 2012

Computershare Expanding Market Order Sales Options for Shareholders

To better service shareholders,

Computershare will begin treating sales

requests initiated via the Investor Centre™

website, the interactive voice response (IVR)

system, and investor service representatives

as market order sales, rather than offering

to effect batch order sales through these

methods. This will not only reduce confusion,

but also provide more shareholders with the

advantages and security of market order

trades and the related price certainty. Sales

requests received through the mail will

continue to be batch processed.

In addition, Computershare will be introducing

limit order sales for shareholders via the

channels noted above. This functionality will

be rolled out starting late in the fourth quarter

of this year. We will be providing shareholders

with the option of either “day” orders that will

remain in effect for the rest of the trading day

or “good-til-cancelled” orders that will remain

in effect typically for 30 days or earlier if the

shareholder cancels the order.

The fees for limit orders will be the same as

for market orders, providing shareholders

multiple options at the same cost. We will also

be introducing an additional fee of $15 for any

sales orders placed by telephone through an

investor service representative.

We do not anticipate that these changes

will adversely affect your shareholders in

any meaningful way, as the majority of

shareholders who choose an automated sale

with Computershare already choose a market

order sale.

The above changes will be implemented in

stages, based on the DRS and/or plan services

provided to each client. You will be notified by

your relationship manager when the changes

will affect you. Please feel free to reach out

to your relationship manager if you have any

questions about the new options being made

available to your shareholders.

Computershare Service

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InBriefJUNE 2012

Cost Basis Inquiries Low This Tax Season

Computershare Plan Managers Hosts 2012 Plan Sponsor Forum

Another tax season is behind us, and as

reported in the March issue of InBrief, our

communication centers were well-prepared

to answer questions from your shareholders

and participants, particularly those related

to new cost basis regulations and reporting

requirements that were implemented this

year.

For the 2011 tax year, we mailed close to

3.5 million tax documents that included

the newly required cost basis information.

An analysis of our communication center

statistics reveals that of the total call volume

experienced between January and April of

this year, approximately 26,000 calls were

related to cost basis inquiries. This represents

just 1 percent of the calls handled by a

representative in that time period and is a 9

percent decrease in cost basis inquiries over

the same time period last year.

We believe that the success of a new

shareholder education initiative available on

YouTube and the development of intuitive

statements contributed to the low cost basis

call volumes this tax season.

Please contact your relationship manager or

account team with questions.

On May 23, Computershare Plan Managers

hosted an on-site meeting at our Edison, NJ,

location for plan administration clients in the

New York/New Jersey area.

Clients who attended had a look into the world

of Computershare, with an overview of our

business strategy provided by members of the

Computershare leadership team, as well as a

tour of our print facility and communications

center. Bruce Brumberg of myStockOptions.

com led an engaging discussion on important

industry topics like cost basis and Section

6039 reporting. Attendees also had the

opportunity to network with other equity plan

sponsors.

For more information on the Plan Sponsor

Forum, please contact your relationship

manager or account team.

Computershare Service

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InBriefJUNE 2012

First Tranche of Shareowner Services Clients Successfully Migrated to Computershare Systems

On June 16, the first tranche of Shareowner Services clients migrated successfully and smoothly

to Computershare’s systems.

This first group consisted of clients with only certificated holders that do not pay a dividend.

Starting migrations with this subset of clients is a deliberate aspect of our migration methodology.

By adding clients with more complex service structures as we go through the migration process,

we will be able to build expertise among Shareowner Services staff in working with our systems

and processes. This approach also allows us to spread the work of the integration over a full

calendar year.

Preparing for Migration

We dedicated the six months leading up to this first migration to thorough planning, in order to

help ensure this migration, and all the rest, go smoothly. Grouping clients for migration according

to complexity is only one element of our strategy to maintain service continuity for clients and

their shareholders. Migrations are scheduled on weekends in order to limit impact on clients,

shareholders and plan participants. The process will become routine over the coming year, with a

migration tranche occurring approximately every two weeks through June 2013.

Six to eight weeks prior to each migration weekend, we begin working with that tranche of clients

to prepare for their migration. We make sure we have complete lists of key accounts that may

require special coding, as well as information on company events, such as dividends, that may

affect the migration.

Computershare Service

Depositary Receipts/

Closed-End Funds

StockOptions

EmployeePlans

DirectRegistration

System

DividendPayers

CorporateActions

InvestmentPlans

Core Transfer Agent

June — September

2012

July —September

2012

August —September

2012

October —November

2012

November 2012 —

January 2013

January —March 2013

March 2013 March —June 2013

Integrated Services

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InBriefJUNE 2012

A week prior to each migration tranche, we run a complete mock migration of each client’s

shareholder data within a test environment, to ensure the actual migration will go smoothly. This

includes migration of all records, as well as tests of contact center and operational tools, Web and

IVR interfaces, and significant events such as a dividend.

In the meantime, shareholder communications – Web, IVR, communications centers and

document delivery – have all been set up to transition seamlessly. Shareholders who hold shares

in some companies that have migrated and in others that have not yet transitioned will continue

to be able to access all their holdings through a single Web page using their existing username

and password.

We will continue to provide you with ongoing updates on our progress as we proceed with the

data migrations and the integration of the Shareowner Services business into Computershare. In

the meantime, if you have any questions, please contact your relationship manager.

6 to 8 weeks prior

Provide Web/print output logos

Service enhancement opportunities

Identify any additional special coding, such as officers and VIPs, if needed

Post-migration validation and data cleansing

Pre-migration reconciliation

Cut off processing COB Friday Web/IVR validation

Post-migration monitoring

Test migration

Migration schedule notification

Migration readiness package

Readiness status

Sample output

Migration weekend results

Issuer Online client Web portal IDs

Post-migration follow-up

Key migration events

5 weeks prior

4 weeks prior

3 weeks prior

2 weeks prior

1 week prior

Migration weekend

1 week post

2 weeks post

Communication from RM

Required client action

Decision on service enhancement opportunities*

Confirm client Web portal users

Review any additional special coding, such as officers and VIPs, if needed

Provide key accounts for validation and post-migration events

Participate in overview of issuer and shareholder Web functionality

Participate in Issuer Online client Web portal training

*Note: Decision is needed 4+ weeks prior to migration weekend to ensure availability upon migration; client may opt in post migration

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InBriefJUNE 2012

Integration Systems and Operational Update

Work continues on integrating the Shareowner Services systems, processes and operations into

Computershare. Here is an update on recent activity.

Communications Outputs

As Shareowner Services clients migrate to Computershare, they will begin utilizing

Computershare Communication Services for shareholder output. The Communication Services

group has plenty of capacity and is fully prepared to handle these new records, so you can expect

your existing service to continue uninterrupted.

Shareholder Experience

In addition, as Shareowner Services clients are migrated onto Computershare platforms and

systems, they and their shareholders will begin using the Issuer Online™ and Investor Centre™

websites.

Shareholders will experience a seamless transition to the Investor Centre website – post-

migration, they will be prompted to create an Investor Centre account when they access their

records in the Shareowner Services Web portal. All of their records and identification information

will automatically migrate to Computershare’s systems.

In the event a shareholder has multiple holdings for which one issuer migrates prior to others,

they will still be able to access all of their records via Shareowner Services’ Web tools until all

migrations are complete.

To make sure shareholders are aware of the coming changes, we began running an

announcement on the existing Shareowner Services portals at the end of April. Even if a

shareholder is unaware of the transition, we have set up a series of prompts that explain what’s

happening and walks them through the process of creating an Investor Centre account.

Additionally, clients will receive training on Issuer Online shortly after their migration weekend.

This training will help get them up to speed on the features and benefits of the Issuer Online

website.

Computershare Service

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InBriefJUNE 2012

Operational Integration

As part of the ongoing process of integrating the Shareowner Services business into

Computershare, we have begun taking steps toward consolidating a few of our US operational

functions and locations. On May 31, we announced to staff that, by the end of June 2013, we

would be closing the communications center in our Edison, NJ, facility and that all operations

currently being handled in the Shareowner Services Pittsburgh office will be transitioned to other

Computershare locations, and we wanted to be sure to share that news with you. We also let

staff know that there will be additional isolated operational groups either being consolidated with

other Computershare functions or moving to other Computershare locations over the same time

period.

Your relationship management team will not change, and all Computershare functions in Edison,

other than the communications center, will remain in place.

We have been planning for the operational integration of the business over the past six months,

drawing on our extensive experience in integrating prior acquisitions. The transitioning of all

operational functions will be timed with and supported by a hiring, training and certification

strategy in the locations taking on these functions, to make sure we have the right people, with

the right skills, in place ready to provide excellent service.

No changes will be made to the Edison communications center until after the April 2013 tax

season is complete. Canton and Chicago customer service representatives will manage the

volume previously handled by the Edison communications center. The Canton and Chicago

centers share the same processes and systems as the Edison center, allowing for a seamless

transition and providing for consistent service levels and business continuity in the event of an

unplanned disruption.

We will be working with all affected employees to help them with their career transition, whether

that means other opportunities in either the Computershare or BNY Mellon organizations or

other career support.

As always, please reach out to your relationship manager if you have any questions regarding the

integration of Shareowner Services into Computershare.

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InBriefJUNE 2012

Striving for Sustainability

Computershare takes environmental

sustainability seriously, and we strive to

reduce our carbon footprint across our

business, as part of being a good corporate

citizen and partner. Our employees take this

effort to heart, as you can see from these

examples.

PaperLESS Challenge

In an industry that has traditionally relied on

paper, Computershare is striving to reduce

paper use. As a part of our internal efforts, we

introduced the PaperLESS challenge in 2011 —

a global competition between offices from

June to November 2011 to see which office

could reduce its paper usage the most, with

prizes for the winning office. For each month

in calendar year 2012, we have seen paper

usage drop on a same-month basis by more

than 300,000 printed pages when compared

to 2011. This is the equivalent of a 10-story-

high stack of paper saved every month.

Globally, Computershare reduced paper usage

in our offices by 2.7 million printed pages

during calendar year 2011. This represented

a 10 percent reduction from the previous

year and is the equivalent of more than 300

trees worth of paper. The US accounted for

more than a third of our global reduction

with 1 million printed pages, or 123 trees,

representing a 14 percent reduction in paper

usage in the US.

Canton Shuttle

Computershare employees are taking

the lead in reducing our carbon footprint.

Because our Canton, MA, office is in a

relatively isolated area with limited access

to public transportation, employees in that

office helped organize a shuttle service in

the morning from three of the closest train

stations to the Canton office and then back to

the stations in the afternoons. This program

has been developed and implemented at no

cost to our employees, providing a low-cost

alternative to driving to the office.

These efforts have resulted in the

Massachusetts Department of Transportation

naming Computershare as a “Leader Level”

winner of its ECO award for this “exemplary

commuter benefits program.”

Computershare continues to develop new

sustainability initiatives and we will keep you

updated on our progress as we move forward.

Inside Computershare

During 2011, Computershare reduced paper usage globally by

2.7 million pages

This reduction represents an equivalent of more than

300 trees

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InBriefJUNE 2012

It’s All in the “Jeans”

Each month, the Human Resources

department in our Jersey City location

organizes “Blue Jeans Benefit Day” as a fun

and easy way for our employees to raise funds

for a charitable cause that makes an impact in

the community.

On the third Thursday of each month,

employees who choose to make a charitable

donation are permitted to wear jeans to the

office. The funds raised are donated to a

different organization each month, usually

within the local community. Through the

course of this program, donations have been

made to programs such as the Boys and Girls

Clubs of Hudson County, Wounded Warrior

Project, and Autism of New Jersey.

Inside Computershare

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InBriefJUNE 2012

Computershare and Georgeson Congratulate the Best in Investor Relations

We would like to take this opportunity to congratulate all the winners and nominees of the IR

Magazine US Awards 2012.

More than 80 percent of the awards were presented to companies and professionals supported

by Computershare and Georgeson. Below, the winners from the IR Magazine US Awards 2012,

are the people and organizations that Computershare and Georgeson are proud to call clients.

Computershare and Georgeson are committed to helping them continue to achieve their goal of

excellence in investor relations.

Talk of the Town

Grand prix for best overall investor relations

program - large cap

Covidien

Grand prix for best overall investor relations

program - mid cap

Broadcom

Grand prix for best overall investor relations

program - small cap

HealthSouth

Best IR professional - large cap

Covidien - Cole Lannum

Best IR professional - mid cap

Sirona Dental Systems - John Sweeney

Best IR professional - small cap

HealthSouth - Mary Ann Arico

Best IR by a CEO or chairman - large cap

Allergan - David Pyott

Best IR by a CEO or chairman - mid cap

ON Semiconductor - Keith Jackson

Best IR by a CFO - large cap

Honeywell - David Anderson

AND United Technologies - Gregory Hayes

Best IR by a CFO - mid cap

Broadcom - Eric Brandt

Best financial reporting

Qualcomm

Best use of technology for IR

Google

Best investment community meetings

Covidien

Best corporate governance

Danaher

Best IR during a corporate transaction

Danaher

Best crisis management

General Electric

Best IR for an IPO

LinkedIn

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InBriefJUNE 2012

Best investor relations by a European

company in the US market

Shire Pharmaceuticals

Lifetime achievement

Bina Thompson - Colgate-Palmolive

Sector Awards

Consumer goods

The Coca-Cola Company

Diversified industrials/automotive/forestry

& paper

Danaher

Finance/speciality finance/insurance

JP Morgan Chase

Healthcare

Covidien

Oil & gas/oil services

National-Oilwell Varco

Pharmaceuticals/biotech/chemicals

Allergan

Retail

Limited Brands

Technology (Large-cap companies)

Qualcomm

Technology (Mid & small-cap companies)

Broadcom

Transport

FedEx

Utilities

Progress Energy

Page 17: Merger & Acquisition Activity in 2012 Expected to Continue ...

InBriefJUNE 2012

Shareholders and Participants Provide Positive Feedback

Computershare maintains rigorous internal

quality measures in all key areas of our

operations, including the communications

center and transaction processing. We are

committed to providing consistent levels of

high-quality service to our clients and their

shareholders and participants.

We conduct monthly and quarterly

satisfaction surveys to gauge the level of

satisfaction our customers have with our

services. Here are some of the recent survey

comments we’ve received from shareholders

and participants:

> The service received was outstanding.

Words cannot express my many thanks to

your great company. It is so well-organized.”

> I have always received prompt attention

to my requests for help, and the service

representatives have been professional and

courteous.

> All the agents at Computershare are

knowledgeable of the business. They

walked me through the whole process to

transfer shares.

> Computershare is the best website for

investing.

> The service could not have been better; the

agents were prompt and courteous.

> I wish all the Web services of other

transfer agents were as easy to access as

Computershare.

> Computershare is the best stock transfer

agent in the business. I wish all my stocks

could be handled by them.

> I spoke to your representative and he was

great, he helped me with everything and

did it with one call. Keep up the good work!

> The website interaction was quick and easy.

I conducted an unfamiliar activity, which

was intuitive and simple.

> Your IVR system is very informative, easy

to understand and the directions and

explanation thorough. The best I have

encountered.

Our first priority is you and your shareholders

and participants, and we are committed to

providing exemplary service.

Talk of the Town

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InBriefJUNE 2012

Computershare Employees Present at GEO

KCC Recognized as the Best Claims Administrator by ALM’s National Law Journal

In April, three Computershare employees contributed to the success of the Global Equity

Organization’s (GEO) annual conference. Andrew Schwartz, Vice President, Executive Services,

and Joseph Thatcher, Vice President and Senior Relationship Manager, developed and led

a session titled “Sorry, We Don’t Take Estonian Kroons: Challenges in Foreign Currency

Conversions.” Ruth Tyroler McAllister, Vice President, Product Management, collaborated on the

creation and presentation of a communications session called “Designing and Communicating

Your Stock Plans to Generation Y.”

KCC, a Computershare company and leading administration-support services provider for the

legal and financial industries, was recently named the “The Best Claims Administrator” by ALM’s

National Law Journal in its inaugural reader’s choice rankings of the nation’s top legal vendors

and law schools.

Click here to read the press release.

Talk of the Town

Page 19: Merger & Acquisition Activity in 2012 Expected to Continue ...

InBriefJUNE 2012

JULy 11 - 14

Society of Corporate Secretaries &

Governance Professionals 66th Annual

Conference

JW Marriott Hotel – Washington, DC

JULy 17 - 20

Shareholders Service Association (SSA)

Conference

Loews Coronado Bay Resort – San Diego, CA

STA President and Executive Vice President

at Computershare, Charlie Rossi will be a

speaker in the Regulatory Update session

Paul Griffith, Senior Operations Manager

at Computershare and head of the STA’s

Unclaimed Property Committee will be

speaking in a session titled Unclaimed

Property: The Changes and Responsibilities

Computershare Managing Director, Peter

Duggan, will moderate a session titled DTC

Transfer Agent Initiatives. Senior Operations

Manager, Kevin Burns will be speaking in

this session

JULy 18

NASPP Connecticut and Boston Regional

Conference

Boston, MA

Computershare Vice President Landy Tam,

CEP, will moderate the panel titled “Qualified

or Non-Qualified – Which Plan is Right for Your

Company?”

JULy 25

Aspirations Conference

Santa Clara University - Santa Clara, CA

Computershare Vice President and

Regional Manager Sheila Frierson, CEP,

will be a panelist in the session titled

“Stock Plan Vendor Analysis, Selection and

Implementation – Perfecting the Process”

Computershare Vice President, Executive

Services Andrew Schwartz, CEP, CPA, will

participate in a session titled “Stock Options,

RSUs and Other Awards: Key Considerations

for Emerging Companies”

SEPTEMBER 19 - 21

GEO National Equity Compensation Forum

Terranea Resort - Rancho Palos Verdes, CA

OCTOBER 8 - 11

National Association of Stock Plan

Professionals (NASPP) 20th Annual

Conference

Hyatt Regency – New Orleans, LA

OCTOBER 16 - 18

STA Annual Conference

Ritz-Carlton - Amelia Island, FL

Pencil It In

Issuer Online and Investor Centre are trademarks of Computershare.

NOTE: Any tax information in this communication is not intended or written by Computershare to be used by any person or entity for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any matters addressed herein. The information contained herein is general in nature and based on authorities that are subject to change. Applicability to specific situations should be determined through consultation with your legal and/or tax advisor.

Copyright ©2012 Computershare Limited. All rights reserved. Reproduction in whole or in part in any form or medium without express written permission of Computershare Limited is prohibited. Please view our privacy policy. The information in this newsletter is not intended to provide specific legal advice or recommendations. Please seek the guidance of your attorney and other advisers with regard to your individual situation.